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In Gain Ground, players control one of a set of characters at a time, each with different weapons. To beat a level, players must reach the exit point with at least one character or destroy all enemies on the level before time runs out. There are 40 levels in the arcade version of the game. The Master System and the Genesis/Mega Drive have 50 levels in the game.

Normal mode starts with three players. There are captive characters littered across all levels, which can be rescued by walking over, then escorting the controlled character to the exit point. If a player controlled character is killed, that character turns into a captive, except that they will disappear if the next active player controlled character dies, exits the level without them, or the player has no characters left in their party. In Hard mode, you start the game with all twenty characters, but all the captive characters are removed from the levels.

The game is over when all controlled characters in the party are killed without any reaching the exit. However, there are three continues which allow a player to restart the level with their original three characters.

The game consists out of four rounds, each having 10 stages, where stage 10 is a boss level. There are also ten completely new levels added to the Genesis/Mega Drive version, this Modern Epoch takes place in the streets of the city.

Round 1: Dark Ages

Round 2: Middle Ages

Round 3: Pre-Revolutionary China

Round 4: Present day (Genesis version)

Round 5: Future

Round 6: The Final Era (Master System version)

There are 20 playable characters in Gain Ground, each with their own strengths and weaknesses. Each character has a minor, weak weapon which can be fired in any direction, and a special weapon which has different capabilities from the normal attack and which vary between characters.

The characters in Gain Ground also vary in which hand they hold their weapons, making it easier for some characters to shoot around certain walls and obstacles than others. When selecting a character for a situation, one must consider the character's speed, weapon type and range, and with which hands they hold their weapons.

A long period of peace has deprived the earthlings of their instinct to wage war. The Federated Government, greatly concerned regarding this ever increasing dangerous situation, developed a Gain Ground simulation system in the year 2348 in an effort to instigate their ever waning fighting spirit However, suddenly without warning, the Supercomputer went berserk and took many of the citizens as hostages. In order to rescue the POWs, three of the bravest warriors were urgently dispatched to go forth into the deadly Gain Ground.

As a tribute to the game, Chapter 15 and 17 of the crossover game Project X Zone are stages directly pulled from Gain Ground. Chapter 15's title is "Gain Ground System" and both stages even have the party rescuing three of their companions (two in the first and one in the second) in true fashion to the original game. Incidentally, no characters from Gain Ground actually appear in the crossover.